Common use of Security Interest/Priority Clause in Contracts

Security Interest/Priority. This Agreement creates a valid security interest in favor of the Collateral Agent, for the benefit of the holders of the Secured Obligations, in the Collateral of such Obligor and, when properly perfected by the filing of a UCC-1 Financing Statement in the filing office set forth opposite the name of such Obligor under the column heading “Filing Office” in Schedule 3(i)(b) hereto, shall constitute a valid and perfected, first priority security interest in such Collateral (including all uncertificated Pledged Equity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens (including the Permitted Lien thereon in favor of the First Lien Agent that is subject to the Intercreditor Agreement and secures any First Lien Obligations). The taking possession by the Collateral Agent (or, if the Intercreditor Agreement is then in effect, the Control Agent) of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect and establish under the UCC the first priority of the Collateral Agent’s security interest (subject to the Permitted Lien thereon in favor of the First Lien Agent that is subject to the Intercreditor Agreement and secures any First Lien Obligations) in all of the Pledged Equity evidenced by such certificated securities and such Instruments. With respect to any Collateral consisting of a Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable Obligor, the applicable depository bank or Securities Intermediary and the Collateral Agent (or, if the Intercreditor Agreement is then in effect, the Control Agent) of an agreement granting control to the Collateral Agent (or, if the Intercreditor Agreement is then in effect, the Control Agent) over such Collateral, the Collateral Agent shall have a valid and perfected, first priority security interest in such Collateral, subject to customary setoff rights of depository institutions and the Permitted Lien thereon in favor of the First Lien Agent that is subject to the Intercreditor Agreement and secures any First Lien Obligations.

Security Interest/Priority. This Agreement creates a valid security interest is effective to create in favor of the Collateral Agent, for the ratable benefit of the holders of the Secured Obligations, a legal, valid and enforceable security interest in the Collateral of such Obligor andidentified herein, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law), and this Agreement shall create a fully perfected Lien on, and security interest in, all right, title and interest of each Obligor hereunder in such Collateral, in each case prior and superior in right to any other Lien (i) with respect to any such Collateral that is a Security and is evidenced by a certificate and all other Instruments, (ii) with respect to any such Collateral that is a Security but is not evidenced by a certificate, when properly perfected UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the Obligor or when Control is established by the filing Collateral Agent over such interests in accordance with the provision of Section 8-106 of the UCC, or any successor provision, (iii) with respect to any such Collateral that is not a UCC-1 Financing Statement Security or an Instrument, when UCC financing statements in appropriate form are filed in the appropriate filing office set forth opposite offices in the name jurisdiction of such organization of the Obligor under the column heading “Filing Office” in Schedule 3(i)(b) hereto, shall constitute a valid and perfected, first priority security interest in such Collateral (including all uncertificated Pledged Equity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free ) and clear of all Liens except for Permitted Liens (including the Permitted Lien thereon in favor of the First Lien Agent that is subject to the Intercreditor Agreement and secures any First Lien Obligations). The taking possession by the Collateral Agent (or, if the Intercreditor Agreement is then in effect, the Control Agentiv) of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect and establish under the UCC the first priority of the Collateral Agent’s security interest (subject to the Permitted Lien thereon in favor of the First Lien Agent that is subject to the Intercreditor Agreement and secures any First Lien Obligations) in all of the Pledged Equity evidenced by such certificated securities and such Instruments. With with respect to any Collateral consisting of a Deposit Account, Securities Security Entitlement or held in a Securities Account, upon execution and delivery by the applicable Obligor, the applicable depository bank or Securities Intermediary and the Collateral Agent (or, if the Intercreditor Agreement is then in effect, the Control Agent) of an agreement granting control to the Collateral Agent (or, if the Intercreditor Agreement is then in effect, the Control Agent) over such Collateral, the Collateral Agent shall have a valid and perfected, first priority security interest in such Collateral, subject to customary setoff rights of depository institutions and the Permitted Lien thereon in favor of the First Lien Agent that is subject to the Intercreditor Agreement and secures any First Lien Obligations.

Security Interest/Priority. (a) This Agreement creates a valid security interest in favor of the Collateral Administrative Agent, for the benefit of the holders of the Secured ObligationsParties, in the Collateral of such Obligor Grantor and, when properly perfected by (x) with respect to Collateral other than Deposit Accounts, upon the filing of a UCC-1 Financing Statement UCC financing statements in the appropriate filing office offices in the jurisdiction of organization of the applicable Grantor set forth opposite on Schedule 4.19(a) of the name of such Obligor under the column heading “Filing Office” in Schedule 3(i)(b) heretoCredit Agreement, shall constitute a valid and perfected, first priority perfected security interest in such Collateral (including all uncertificated Pledged Equity consisting of partnership or limited liability company interests that do not constitute Securities)Collateral, to the extent such security interest can be perfected by (i) filing under the UCCUCC or (ii) filing with the United States Patent and Trademark Office or United States Copyright Office, in each case free and clear of all Liens except for Permitted Liens and (including y) with respect to Deposit Accounts that constitute Collateral, upon execution and delivery of Deposit Account Control Agreements with respect thereto, shall constitute a valid perfected security interest in such Deposit Accounts, free and clear of all Liens except for Liens arising by operation of law or permitted under Section 7.3(p) of the Permitted Lien thereon Credit Agreement. (b) This Agreement creates a valid security interest in favor of the First Lien Administrative Agent that is subject for the benefit of the Secured Parties, in the Pledged Collateral of such Grantor. The delivery to the Intercreditor Agreement and secures any First Lien Obligations). The taking possession by the Collateral Administrative Agent (or, if the Intercreditor Agreement is then in effect, the Control Agent) of the certificated securities (if any) certificates evidencing the Pledged Equity and all other Instruments constituting Collateral Collateral, together with duly executed stock powers in respect thereof, will perfect and establish under the UCC the first priority of the Collateral Administrative Agent’s security interest in any certificated Pledged Collateral that constitutes a Security (subject to the Permitted Lien thereon in favor Liens arising by operation of law and Liens permitted by Section 7.3(u) of the First Lien Agent that is subject to Credit Agreement). The filing of appropriate UCC financing statements in the Intercreditor Agreement and secures any First Lien Obligations) appropriate filing offices in all the jurisdiction of organization of the Pledged Equity evidenced by such certificated securities and such Instruments. With respect to any Collateral consisting of a Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable Obligor, the applicable depository bank or Securities Intermediary and the Collateral Agent (or, if the Intercreditor Agreement is then in effect, the Control AgentGrantor set forth on Schedule 4.19(a) of an agreement granting control to the Collateral Agent (or, if the Intercreditor Credit Agreement is then in effect, the Control Agent) or obtaining “control” over such Collateral, interests in accordance with the Collateral Agent shall have a valid and perfected, first priority provisions of Section 8-106 of the UCC will perfect the Administrative Agent’s security interest in such Collateral, subject to customary setoff rights any uncertificated Pledged Collateral that constitutes a Security. The filing of depository institutions and appropriate UCC financing statements in the Permitted Lien thereon appropriate filing offices in favor the jurisdiction of organization of the First Lien Agent applicable Grantor will perfect the Administrative Agent’s security interest in any Pledged Collateral that does not constitute a Security. Except as set forth in this subsection (a) and (b), no action is subject necessary to perfect the Intercreditor Agreement and secures any First Lien Obligationssecurity interests granted by the Grantors under this Agreement.

Security Interest/Priority. This Upon receipt of the Pledge Approval, this Pledge Agreement creates will create a valid security interest in favor of the Collateral Agent, Administrative Agent for the ratable benefit of the holders of the Secured ObligationsLenders, in the Pledged Collateral. When properly perfected by taking possession by the Administrative Agent if the Administrative Agent has an office in Nevada or otherwise by a custodial agent of the Administrative Agent pursuant to the terms of the Custodian Agreement of the certificates representing the Pledged Equity Interest and all other certificates and instruments constituting Pledged Collateral of the Administrative Agent shall have a first priority security interest in all certificated Pledged Equity Interest and such Obligor and, when certificates and instruments to the extent such Pledged Collateral can be perfected by taking possession. When properly perfected by the filing of a UCC-1 Financing Statement UCC financing statements in the filing office set forth opposite location of the name Pledgor's state of such Obligor under organization, the column heading “Filing Office” in Schedule 3(i)(b) hereto, Administrative Agent shall constitute have a valid and perfected, first priority perfected security interest in such Collateral (including all uncertificated Pledged Equity Interest consisting of partnership or limited liability company interests that do not constitute Securities), a Security pursuant to Section 8-103(c) of the UCC to the extent such security interest Pledged Collateral can be perfected by the filing under the UCC, free and clear of all Liens except for Permitted Liens (including the Permitted Lien thereon in favor of the First Lien Agent that is subject to the Intercreditor Agreement and secures any First Lien Obligations). The taking possession by the Collateral Agent (or, if the Intercreditor Agreement is then in effect, the Control Agent) of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect and establish under the a UCC the first priority of the Collateral Agent’s security interest (subject to the Permitted Lien thereon in favor of the First Lien Agent that is subject to the Intercreditor Agreement and secures any First Lien Obligations) in all of the Pledged Equity evidenced by such certificated securities and such Instrumentsfinancing statement. With respect to any Pledged Collateral consisting of an Uncertificated Security or a Deposit Account, Securities Security Entitlement or any Pledged Collateral held in a Securities Account, upon when properly perfected by the execution and delivery by the applicable ObligorPledgor, the Administrative Agent and the applicable depository bank or Securities Intermediary and or the Collateral Agent (or, if applicable issuer of the Intercreditor Agreement is then in effect, the Control Agent) Uncertificated Security of an agreement granting control Control to the Collateral Administrative Agent (or, if the Intercreditor Agreement is then in effect, the Control Agent) over such Pledged Collateral, the Collateral Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Collateral, subject to customary setoff rights of depository institutions and the Permitted Lien thereon in favor of the First Lien Agent that is subject Pledged Collateral to the Intercreditor Agreement and secures any First Lien Obligationsextent such Pledged Collateral can be perfected by Control.

Security Interest/Priority. This Agreement creates a valid security interest in favor of the Collateral Administrative Agent, for the benefit of the holders of the Secured ObligationsParties, in the Collateral of such Obligor and, when properly perfected by the filing of a UCC-1 Financing Statement in the filing office set forth opposite the name of such Obligor under the column heading “Filing Office” in Schedule 3(i)(b) heretoUCC financing statement, shall constitute a valid and valid, perfected, first priority (subject to Permitted Liens) security interest in such Collateral (including all uncertificated Pledged Equity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing a financing statement under the UCC, free and clear of all Liens except for other than Permitted Liens (including the Permitted Lien thereon in favor of the First Lien Agent that is subject to the Intercreditor Agreement and secures any First Lien Obligations)Liens. The taking of possession by the Collateral Administrative Agent (or, if the Intercreditor Agreement is then in effect, the Control Agent) of the certificated securities (if any) evidencing the Pledged Equity (delivered in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank), and all other Instruments any Instrument, Document, Tangible Chattel Paper or Money constituting Collateral of such Obligor will perfect and establish under the UCC the first priority (subject to Permitted Liens) of the Collateral Administrative Agent’s security interest (subject to the Permitted Lien thereon in favor of the First Lien Agent that is subject to the Intercreditor Agreement and secures any First Lien Obligations) in all of the Pledged Equity evidenced by such certificated securities and such Instruments, ​ ​ ​ Documents, Tangible Chattel Paper and Money, subject to, in the case of any pledge of (i) the Pledged Equity of such Obligor in any Foreign Subsidiary or (ii) intercompany Indebtedness owed by any Foreign Subsidiary to such Obligor, the effect of foreign Laws, rules, and regulations as they relate to the enforcement of any such pledge. With respect to any Collateral of such Obligor consisting of a Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable such Obligor, the applicable depository bank or Securities Intermediary and the Collateral Administrative Agent (or, if the Intercreditor Agreement is then in effect, the Control Agent) of an agreement granting control (within the meaning of the UCC) to the Collateral Administrative Agent (or, if the Intercreditor Agreement is then in effect, the Control Agent) over such Collateral, the Collateral Administrative Agent shall have a valid and perfected, first priority (subject to Permitted Liens) security interest in such Collateral, subject to customary setoff rights of depository institutions and the Permitted Lien thereon in favor of the First Lien Agent that is subject to the Intercreditor Agreement and secures any First Lien Obligations.

Security Interest/Priority. This Agreement creates a valid security interest in favor of the Collateral Administrative Agent, for the benefit of the holders of the Secured ObligationsParties, in the Collateral of such Obligor and, when properly perfected by the filing of a UCC-1 Financing Statement financing statements in the filing office set forth opposite appropriate offices against the name of such Obligor under the column heading “Filing Office” in Schedule 3(i)(b) heretoGrantors, shall constitute a valid and perfected, first priority security interest in such the Collateral (including all uncertificated Pledged Equity consisting of partnership or limited liability company interests that do does not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens (including the Permitted Lien thereon in favor of the First Lien Agent that is subject to the Intercreditor Agreement and secures any First Lien Obligations)Lien. The (i) taking possession by the Collateral Administrative Agent (or, if the Intercreditor Agreement is then in effect, the Control Agent) of the certificated securities Securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect and establish under the UCC the first priority of the Collateral Administrative Agent’s security interest (subject to interest, for the Permitted Lien thereon in favor benefit of the First Lien Agent that is subject to the Intercreditor Agreement and secures any First Lien Obligations) Secured Parties, in all of the Pledged Equity evidenced by such certificated securities Securities and such InstrumentsInstruments and (ii) execution by the applicable Issuer, Administrative Agent and Grantors of the Pledge Registration and Control Agreement will perfect by control (as such term is used in Articles 8 and 9 of the UCC) and establish the first priority of Administrative Agent’s security interest, for the benefit of the Secured Parties, in all Pledged Equity which constitutes uncertificated Securities. With respect to any Collateral consisting of a Deposit Account, Securities Entitlement or held in a Securities Account or Commodity Account, upon execution and delivery by the applicable ObligorGrantor, the applicable depository bank or Securities Intermediary or Bank and the Collateral Administrative Agent (orof a Control Agreement with respect to a Deposit Account or Control Agreement with respect to a Securities Account Control Agreement, if the Intercreditor Agreement is then in effectas applicable, the Control Agent) of an agreement granting control to the Collateral Agent (or, if the Intercreditor Agreement is then in effect, the Control Agent) over such Collateral, the Collateral Administrative Agent shall have a valid and perfected, first priority security interest in such CollateralCollateral for the benefit of the Secured Parties. With respect to any Collateral consisting of Intellectual Property, subject to customary setoff rights upon execution and delivery by the applicable Grantor of depository institutions a notice of grant of security interest in Copyrights, Patents or Trademarks and the Permitted Lien thereon filing of such notice in favor the USPTO or the USCO, as applicable, in combination with the filing of financing statements in the appropriate offices referenced above in this Section 4(b), the Administrative Agent shall have a valid and perfected, first priority security interest in such Collateral for the benefit of the First Lien Agent that is subject to the Intercreditor Agreement and secures any First Lien ObligationsSecured Parties.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Collateral Agent, for the ratable benefit of the holders of the Secured ObligationsParties, in the Pledged Collateral. The taking of possession by the Collateral Agent of such Obligor and, when properly perfected by the certificates or instruments (if any) representing the Pledged Collateral and the relevant instruments of transfer and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Collateral Agent’s security interest in all Pledged Collateral consisting of Certificated Securities and Instruments. Upon the filing of a UCC-1 Financing Statement UCC financing statement describing the Pledged Collateral in the applicable filing office set forth opposite in the name State of Texas, and the filing of such Obligor under other documents and/or the column heading “Filing Office” taking by Pledgor of such other actions as may be required in Schedule 3(i)(b) heretoPledgor’s jurisdiction of organization and/or in the jurisdiction of organization of any applicable obligor, issuer, partnership or limited liability company in order to perfect such security interest, the Collateral Agent shall constitute have a valid and perfected, first priority perfected security interest in such Collateral (including i) all uncertificated Pledged Equity Debt not evidenced by an Instrument and (ii) in all Pledged Capital Stock consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing Securities under the UCC, free and clear of all Liens except for Permitted Liens (including the Permitted Lien thereon in favor of the First Lien Agent that is subject to the Intercreditor Agreement and secures any First Lien Obligations). The taking possession by the Collateral Agent (or, if the Intercreditor Agreement is then in effect, the Control AgentSection 8-103(c) of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect and establish under the UCC the first priority of the Collateral Agent’s security interest (subject to the Permitted Lien thereon in favor of the First Lien Agent that is subject to the Intercreditor Agreement and secures any First Lien Obligations) in all of the Pledged Equity evidenced by such certificated securities and such InstrumentsUCC. With respect to any Pledged Collateral consisting of an Uncertificated Security or a Deposit Account, Securities Security Entitlement or any Pledged Collateral held in a Securities Account, upon execution and delivery by the applicable ObligorPledgor, the applicable depository bank or Securities Intermediary and the Collateral Agent (or, if and the Intercreditor Agreement is then in effect, applicable Securities Intermediary or the Control Agent) applicable issuer of the Uncertificated Security of an agreement granting control Control to the Collateral Agent (or, if the Intercreditor Agreement is then in effect, the Control Agent) over such Pledged Collateral, the Collateral Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), subject no action is necessary to customary setoff rights of depository institutions and perfect the Permitted Lien thereon in favor of the First Lien Agent that is subject to the Intercreditor Agreement and secures any First Lien ObligationsCollateral Agent’s security interest.

Security Interest/Priority. This Agreement creates a valid Lien and first priority security interest in favor of the Collateral Administrative Agent, for the benefit of the holders of the Secured ObligationsParties, in the Collateral of such Obligor Grantor and, when properly perfected by the filing of a UCC-1 Financing Statement in the filing office set forth opposite the name of such Obligor under the column heading “Filing Office” in Schedule 3(i)(b) heretofiling, shall constitute a valid and perfected, first priority security interest in such Collateral (Collateral, including all uncertificated Pledged Equity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCCUCC (other than with respect to Fixtures that require filings or other recordations with the local real estate records), free and clear of all Liens except for Permitted Liens (including the Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a financing statement, except to perfect Permitted Lien thereon in favor of the First Lien Agent that is subject to the Intercreditor Agreement and secures any First Lien Obligations)Liens. The taking possession by the Collateral Administrative Agent (or, if the Intercreditor Agreement is then in effect, the Control Agent) of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect and establish under the UCC the first priority of the Collateral Administrative Agent’s security interest (subject to the Permitted Lien thereon in favor of the First Lien Agent that is subject to the Intercreditor Agreement and secures any First Lien Obligations) in all of the Pledged Equity evidenced by such certificated securities and such Instruments. With respect to any of the Pledged Equity that are uncertificated securities, Grantors shall register the Administrative Agent as the registered owner of any uncertificated securities (if any) and the Administrative Agent will have a perfected first priority security interest in all such uncertificated securities pledged by it. With respect to any Collateral consisting of a Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable ObligorGrantor, the applicable depository bank or Securities Intermediary and the Collateral Administrative Agent (or, if the Intercreditor Agreement is then in effect, the Control Agent) of an agreement granting control to the Collateral Administrative Agent (or, if the Intercreditor Agreement is then in effect, the Control Agent) over such Collateral, the Collateral Administrative Agent shall have a valid and perfected, first priority security interest in such Collateral, subject to customary setoff rights of depository institutions and the Permitted Lien thereon in favor of the First Lien Agent that is subject to the Intercreditor Agreement and secures any First Lien Obligations.

Security Interest/Priority. This Agreement creates a valid security interest in favor of the Collateral Agent, for the benefit of the holders of the Secured ObligationsParties, in the Collateral of such Obligor and, when properly perfected by the filing of a UCC-1 Financing Statement in the filing office set forth opposite the name of such Obligor under the column heading “Filing Office” in Schedule 3(i)(b) heretofiling, shall constitute a valid and perfected, first priority security interest in such Collateral (including all uncertificated Pledged Equity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens (including the Permitted Lien thereon in favor of the First Lien Agent that is subject to the Intercreditor Agreement and secures any First Lien Obligations)Liens. The taking possession by the Collateral Agent (or, if the Intercreditor Agreement is then in effect, the Control Agent) of the certificated securities Certificated Securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect and establish under the UCC the first priority of the Collateral Agent’s security interest (subject to the Permitted Lien thereon in favor of the First Lien Agent that is subject to the Intercreditor Agreement and secures any First Lien Obligations) in all of the Pledged Equity evidenced by such certificated securities Certificated Securities and such Instruments. With respect to any Collateral consisting of a Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable Obligor, the applicable depository bank Depository Bank or Securities Intermediary Intermediary, as applicable, and the Collateral Agent (or, if the Intercreditor Agreement is then in effect, the Control Agent) of an agreement granting control to the Collateral Agent (or, if the Intercreditor Agreement is then in effect, the Control Agent) over such CollateralCollateral (a “Deposit Account Control Agreement” or “Securities Account Control Agreement”, as applicable), in each case in form and substance reasonably satisfactory to the Collateral Agent, the Collateral Agent shall have a valid and perfected, first priority security interest in such Collateral, subject to customary setoff rights of depository institutions Collateral substantially in form and the Permitted Lien thereon in favor of the First Lien Agent that is subject substance reasonably satisfactory to the Intercreditor Agreement and secures any First Lien ObligationsCollateral Agent.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Collateral Agent, Administrative Agent for the ratable benefit of the holders of the Secured ObligationsParties, in the Pledged Collateral, except to the extent that the security interest in the Pledged Collateral would be required to be granted or perfected under the laws of such Obligor and, when properly perfected any jurisdiction outside of the United States of America. The taking of possession by the filing Administrative Agent of a UCC-1 Financing Statement in the filing office set forth opposite certificates representing the name of such Obligor under Pledged Equity Interests and all other certificates and instruments constituting Pledged Collateral will perfect and establish the column heading “Filing Office” in Schedule 3(i)(b) hereto, shall constitute a valid and perfected, first priority of the Administrative Agent's security interest in such certificated Pledged Equity Interests and such certificates and instruments, except to the extent that the security interest in the Pledged Collateral would be required to be granted or perfected under the laws of any jurisdiction outside of the United States of America. Upon the filing of UCC financing statements in the location of each Pledgor's state of organization, the Administrative Agent shall have a first priority perfected security interest (including subject to Permitted Liens) in all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute Securities)a Security pursuant to Section 8-103(c) of the UCC, except to the extent such that the security interest can in the Pledged Collateral would be required to be granted or perfected by filing under the UCC, free and clear laws of all Liens except for Permitted Liens (including the Permitted Lien thereon in favor any jurisdiction outside of the First Lien Agent that is subject to the Intercreditor Agreement and secures any First Lien Obligations). The taking possession by the Collateral Agent (or, if the Intercreditor Agreement is then in effect, the Control Agent) United States of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect and establish under the UCC the first priority of the Collateral Agent’s security interest (subject to the Permitted Lien thereon in favor of the First Lien Agent that is subject to the Intercreditor Agreement and secures any First Lien Obligations) in all of the Pledged Equity evidenced by such certificated securities and such InstrumentsAmerica. With respect to any Pledged Collateral consisting of an Uncertificated Security or a Deposit Account, Securities Security Entitlement or any Pledged Collateral held in a Securities Account, upon execution and delivery by the applicable ObligorPledgor, the Administrative Agent and the applicable depository bank or Securities Intermediary and or the Collateral Agent (or, if applicable issuer of the Intercreditor Agreement is then in effect, the Control Agent) Uncertificated Security of an agreement granting control to the Collateral Administrative Agent (or, if the Intercreditor Agreement is then in effect, the Control Agent) over such Pledged Collateral, the Collateral Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral, subject except to customary setoff rights the extent that the security interest in the Pledged Collateral would be required to be granted or perfected under the laws of depository institutions and the Permitted Lien thereon in favor any jurisdiction outside of the First Lien Agent that is subject United States of America. Except as set forth in this Section and except to the Intercreditor Agreement and secures extent that the security interest in the Pledged Collateral would be required to be granted or perfected under the laws of any First Lien Obligationsjurisdiction outside of the United States of America, no action is necessary to perfect the Administrative Agent's security interest.

Security Interest/Priority. This Agreement creates a valid security interest in favor of the Collateral Agent, for the benefit of the holders of the Secured ObligationsParties, in the Collateral of such Obligor Grantor and, when properly perfected by the filing of a UCC-1 Financing Statement in the filing office set forth opposite the name of such Obligor under the column heading “Filing Office” in Schedule 3(i)(b) heretofiling, shall constitute a valid and perfected, first second-priority (subject only to Permitted Liens having priority by operation of law or pursuant to the Intercreditor Agreement or any other Acceptable Intercreditor Agreement) security interest in such Collateral (including all uncertificated Pledged Equity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens (including the Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a financing statement, except to perfect Permitted Lien thereon in favor of the First Lien Agent that is subject to the Intercreditor Agreement and secures any First Lien Obligations)Liens. The taking possession by the Collateral Agent (or, if the Intercreditor Agreement is then in effect, the Control Agent) of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect and establish under the UCC second priority (subject only to Permitted Liens having priority by operation of law or pursuant to the first priority Intercreditor Agreement or any other Acceptable Intercreditor Agreement) of the Collateral Agent’s security interest (subject to the Permitted Lien thereon in favor of the First Lien Agent that is subject to the Intercreditor Agreement and secures any First Lien Obligations) in all of the Pledged Equity evidenced by such certificated securities and such Instruments. With respect to any Collateral consisting of a Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable ObligorGrantor, the applicable depository bank or Securities Intermediary and the Collateral Agent (or, if the Intercreditor Agreement is then in effect, the Control Agent) of an agreement granting control to the Collateral Agent (or, if the Intercreditor Agreement is then in effect, the Control Agent) over such Collateral, the Collateral Agent shall have a valid and perfected, first second-priority (subject only to Permitted Liens having priority by operation of law or pursuant to the Intercreditor Agreement or any other Acceptable Intercreditor Agreement) security interest in such Collateral, subject to customary setoff rights of depository institutions and the Permitted Lien thereon in favor of the First Lien Agent that is subject to the Intercreditor Agreement and secures any First Lien Obligations.

Security Interest/Priority. This Agreement creates a valid security interest in favor of the Collateral Agent, for the benefit of the holders of the Pari Passu Secured Obligations, in the Collateral of such Obligor and, when properly perfected by the filing of a UCC-1 Financing Statement in the filing office set forth opposite the name of such Obligor under the column heading “Filing Office” in Schedule 3(i)(b) hereto, shall constitute a valid and perfected, first priority security interest in such Collateral (including all uncertificated Pledged Equity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens (including the Permitted Lien LienLiens thereon in favor of the First Lien Agent that is subject to the Intercreditor Agreement and secures any First Lien Obligations). The filing of the UCC-1 Financing Statements as set forth in the preceding sentence together with taking possession by the Collateral Agent (or, if the Intercreditor Agreement is then in effect, the Control Agent) of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect and establish under the UCC the first priority of the Collateral Agent’s security interest (subject to the Permitted Lien LienLiens thereon in favor of the First Lien Agent that is subject to the Intercreditor Agreement and secures any First Lien Obligations) in all of the Pledged Equity evidenced by such certificated securities and such Instruments. With respect to any Collateral consisting of a Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable Obligor, the applicable depository bank or Securities Intermediary and the Collateral Agent (or, if the Intercreditor Agreement is then in effect, the Control Agent) of an agreement granting control to the Collateral Agent (or, if the Intercreditor Agreement is then in effect, the Control Agent) over such Collateral, the Collateral Agent shall have a valid and perfected, first priority security interest in such Collateral, subject to customary setoff rights of depository institutions and the Permitted Lien LienLiens thereon in favor of the First Lien Agent that is subject to the Intercreditor Agreement and secures any First Lien Obligations.

Security Interest/Priority. (a) This Agreement creates a valid security interest in favor of the Collateral Administrative Agent, for the benefit of the holders of the Secured ObligationsParties, in the Collateral of such Obligor Grantor and, when properly perfected by with respect to Collateral other than Deposit Accounts, upon the filing of a UCC-1 Financing Statement (i) UCC financing statements in the appropriate filing office offices in the jurisdiction of organization of the applicable Grantor set forth opposite on Schedule 1(a) of the name of such Obligor under Perfection Certificate and (ii) Short-Form Intellectual Property Security Agreements in the column heading “Filing United States Patent and Trademark Office or the United States Copyright Office” in Schedule 3(i)(b) hereto, as applicable, shall constitute a valid and perfected, first priority perfected security interest in such Collateral (including all uncertificated Pledged Equity consisting of partnership or limited liability company interests that do not constitute Securities)Collateral, to the extent such security interest can be perfected by (i) filing under the UCCUCC or (ii) filing with the United States Patent and Trademark Office or United States Copyright Office, in each case free and clear of all Liens except for Permitted Liens Liens. (including the Permitted Lien thereon b) This Agreement creates a valid security interest in favor of the First Lien Administrative Agent that is subject for the benefit of the Secured Parties, in the Pledged Collateral of such Grantor. The delivery to the Intercreditor Agreement and secures any First Lien Obligations). The taking possession by the Collateral Administrative Agent (or, if the Intercreditor Agreement is then in effect, the Control Agent) of the certificated securities (if any) certificates evidencing the Pledged Equity and all other Instruments constituting Collateral Collateral, together with duly executed stock powers in respect thereof, will perfect and establish under the UCC the first priority of the Collateral Administrative Agent’s security interest in any certificated Pledged Collateral that constitutes a Security (subject to Liens arising by operation of law). The filing of appropriate UCC financing statements in the Permitted Lien thereon appropriate filing offices in favor the jurisdiction of organization of the First Lien Agent that is subject to the Intercreditor Agreement and secures any First Lien Obligationsapplicable Grantor set forth on Schedule 1(a) in all of the Pledged Equity evidenced by such certificated securities and such Instruments. With respect to any Collateral consisting of a Deposit Account, Securities Entitlement Perfection Certificate or held in a Securities Account, upon execution and delivery by the applicable Obligor, the applicable depository bank or Securities Intermediary and the Collateral Agent (or, if the Intercreditor Agreement is then in effect, the Control Agent) of an agreement granting control to the Collateral Agent (or, if the Intercreditor Agreement is then in effect, the Control Agent) obtaining “control” over such Collateral, interests in accordance with the Collateral Agent shall have a valid and perfected, first priority provisions of Section 8-106 of the UCC will perfect the Administrative Agent’s security interest in such Collateral, subject to customary setoff rights any uncertificated Pledged Collateral that constitutes a Security. The filing of depository institutions and appropriate UCC financing statements in the Permitted Lien thereon appropriate filing offices in favor the jurisdiction of organization of the First Lien Agent applicable Grantor will perfect the Administrative Agent’s security interest in any Pledged Collateral that is subject to the Intercreditor Agreement and secures any First Lien Obligationsdoes not constitute a Security.